TOMI Environmental Solutions entered into an Agreement and Plan of Merger to acquire Carbonium. At closing, Carbonium stockholders will receive TOMI common stock equal to 19.99% of outstanding shares pre-closing and Series C Preferred shares that, upon conversion, will result in Carbonium holders owning no less than 90% of TOMI on a fully converted basis. Conversion of the preferred shares to common is subject to shareholder approval under Nasdaq rules. Closing is targeted for Q3 2026, contingent on customary conditions, a minimum $10 million financing, and potential reverse stock split to maintain Nasdaq compliance.
Agreement details:
- Agreement type: Agreement and Plan of Merger
- Counterparty: Carbonium Core
- Signed / Effective: Jun 28 2026 / Jun 28 2026
- Duration / Termination: Until closing or termination
- Reason: Acquire Carbonium to expand into advanced nuclear-grade graphite materials
Original SEC Filing:
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